In consideration of Client retaining EMBITS to design or redesign, and/or build and/or maintain a website for Client, it is agreed as follows:
1. Compensation and Term
The above named Client retains EMBITS, and EMBITS agrees to perform the following services: designing or redesigning, and/or building, and/or maintaining a website for Client according to specifications agreed upon.
Client is solely responsible for supplying website content, authoring, organization, images in file format unless EMBITS is hired specifically for this purpose and it is stated in the agreed upon specifications. If all text and graphics necessary to complete the work are not received by EMBITS within 30 days from the date of contract the balance of payment may become due and payable upon request. Any products or services not specified in this contract are not required of EMBITS.
EMBITS agrees to complete this project within the estimated budget, unless client requires additional work or services not agreed upon, or if client requires multiple design drafts or repeated changes which would significantly increase work required of EMBITS. EMBITS will not charge any fees in addition to those specified in this contract without first consulting the client and reaching an agreement regarding this. If it becomes necessary for EMBITS to bring legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney’s fees.
2. Warranties by EMBITS
EMBITS represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional and competent manner; that it has the power to enter into and perform this Agreement; . However, Client will not determine or exercise control as to general procedures, formats or sub-contracting necessary to have these services meet Client’s satisfaction.
3. Independent Contractor
EMBITS acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. It is expressly understood that this undertaking is not a joint venture.
4. Confidentiality
EMBITS recognizes and acknowledges that this Agreement creates a confidential relationship between EMBITS and Client and that information concerning Client’s business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as “Confidential Information.”
5. Non-Disclosure
EMBITS agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.
6. Grant
Client agrees that copyrights to EMBITS’s work product produced in the performance of this Agreement shall remain the exclusive property of EMBITS, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without EMBITS’s prior written consent. Any rights granted to Client under this Agreement shall not affect EMBITS’s exclusive ownership of the work copyright.
7. EMBITS agrees to design, build, install, and/or maintain a website for Client according to agreed upon specifications, including validated HTML, link check, custom graphics, header or logo as specified, all pages and links necessary to display products and/or services of client. EMBITS shall also prepare the site for search engine submission, which shall include analysis of text for keyword content, alt tags for images, preparation and installation of keyword and content meta tags, and submission to the major free submission search engines. EMBITS does not guarantee listings on search engines as they alone determine who they will list and who they will not. EMBITS will provide two months of minor changes and/or updates and up to two hours of consultation. This work shall be completed for the previously agreed fee.